SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                        _________________

                            FORM 10-Q

(Mark One)

[  X  ]   Quarterly report pursuant to Section 13 or 15(d)
          of the Securities Exchange Act of 1934

            For the twelve weeks ended April 25, 1998.

                               OR

[     ]   Transition report pursuant to Section 13 or 15(d)
          of the Securities Exchange Act of 1934


Commission file number 01-19592


                GENERAL NUTRITION COMPANIES, INC.
     (Exact name of Registrant as specified in its charter)
                                

     DELAWARE                                    04-3056351
     (state or other jurisdiction of       (I.R.S. Employer
     Incorporation or organization)     Identification No.)

     300 Sixth Avenue                                 15222
     Pittsburgh, Pennsylvania                    (Zip Code)
     (Address of principal executive office)

     Registrant's telephone number, including area code: 
     (412) 288-4600


        Indicate by a check mark whether the registrant  (1)  has
filed all reports required to be filed by section 13 or 15(d)  of
the  Securities  Exchange  Act of 1934 during  the  preceding  12
months  (or  for  such  shorter period that  the  registrant  was
required to file such reports), and (2) has been subject to  such
filing  requirements  for the  past  90  days.        
Yes      X       No  ____


      As of May 28, 1998, the number of shares outstanding of the
registrant's common stock was 82,654,613.




PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

              GENERAL NUTRITION COMPANIES, INC AND SUBSIDIARIES
                         Consolidated Balance Sheets
                      (in thousands, except share data)           
                                                         
                                                         
                                     April 25,       January 31, 
                                       1998             1998
                                    (unaudited)
  ASSETS                                                      
  Current Assets:                                   
      Receivables, net               $   83,714     $    75,274
      Inventories                       278,187         244,196
      Deferred taxes                     13,042          14,190
      Other current assets               23,891          29,305
  Total current assets                  398,834         362,965
                                                              
  Note due from related parties          23,579          21,960
  Property, plant, and equipment, net   229,060         207,975
  Other assets                           34,602          33,895
  Deferred financing fees, net of                             
    accumulated amortization of 
    $2,917 and $2,646                     3,440           3,710
  Goodwill, net of accumulated                                
    amortization of $65,053 and 
    $62,327                             322,496         303,433
                                     $1,012,011       $ 933,938
                                      
  LIABILITIES AND SHAREHOLDERS' EQUITY                        
  Current Liabilities:                              
      Accounts payable               $  127,687       $ 126,905
      Accrued salaries, wages,                 
        vacations and related taxes      20,784          23,542
      Accrued income taxes               19,325           4,825
      Other current liabilities          68,407          65,392
      Long-term debt, current portion       979             940
  Total current liabilities             237,182         221,604
                                                              
  Long-term debt                        377,838         357,408
  Deferred taxes                          3,067           4,214
  Commitments and contingencies               0               0
  Put options                            71,522               0
                                                              
  Shareholders' Equity:                                       
  Common stock, $.01 par value:             826             819
    Authorized 200,000,000 shares,                          
    issued and outstanding, 82,644,885
    shares at April 25, 1998 and 
    81,930,801 shares at January                        
    31, 1998
  Additional paid-in capital            181,274         171,224
  Stock options outstanding               7,110           7,693
  Subscriptions receivable               (4,265)         (3,598)
  Accumulated earnings                  205,130         174,892
  Accumulated other comprehensive          (369)           (318)
    income (loss)
                                        389,706         350,712
  Put options                           (67,304)              0        
                                        322,402         350,712

                                     $1,012,011        $933,938

                                                    
Notes to Consolidated Financial Statements are an integral part of these
statements.                                                    
                                                    
           
             GENERAL NUTRITION COMPANIES, INC AND SUBSIDIARIES
                  Consolidated Statements of Operations
                  (in thousands, except per share data)
                               (unaudited) 
                                                    
                                            12 Weeks Ended       
                                         April 25,   April 26,
                                            1998        1997
                                                           
  Net revenue                            $ 327,617   $ 273,059
  Cost of sales, including costs of
    warehousing, distribution and 
    occupancy                              195,852     166,380
  Selling, general and administrative       77,572      62,299
  Operating earnings                        54,193      44,380
  Interest expense                           5,259       5,117
  Earnings before income taxes              48,934      39,263
  Income taxes                              18,696      15,404

  Net earnings                              30,238      23,859
                                                           
  Other comprehensive income (loss):
     Foreign currency translation                     
     adjustment, net                           (51)       (239)
       Other comprehensive income         
       (loss), net                             (51)       (239)
                                                           
  Comprehensive income                   $  30,187   $  23,620
                  
  Basic earnings per share               $    0.37   $    0.29
                                                          
  Basic weighted average common shares      82,424      81,129
                                                           
  Diluted earnings per share             $    0.36   $    0.29
                                                           
  Diluted weighted average                  84,700      82,963
  common shares
                                                           
                                                           
  Notes to the Consolidated Financial Statements are an integral part of 
  these statements.                              

                                                                  
                                                                  
             GENERAL NUTRITION COMPANIES, INC AND SUBSIDIARIES
                   Consolidated Statements of Cash Flows
                              (in thousands)
                               (unaudited)             
                                                                  
                                              12 Weeks Ended          
                                           April 25,    April 26,
                                             1998         1997
                         
  Cash flows from operating activities:
  Net earnings                             $  30,238    $  23,859
  Adjustments to reconcile net earnings 
    to net cash provided by operating 
    activities:                                
     Depreciation and amortization            12,189       10,113
     Amortization of deferred financing       
       fees                                      271          204
     Other                                         1           72
     Change in operating assets and 
       liabilities:
       Increase in receivables                (9,020)      (4,268)
       Increase in inventories               (30,331)     (10,741)
       Increase in other assets               (1,302)        (326)
       Increase in accrued taxes              14,500       14,687
       Increase in accounts                    
         payable and accrued liabilities       6,897        8,506
       (Increase) decrease in        
         other working capital items           3,420         (200)
         Total adjustments                    (3,375)      18,047
  Net cash provided by operating        
    activities                                26,863       41,906
                                                              
  Cash flows from investing activities:
    Capital expenditures                     (27,115)      (8,962)
    Decrease (increase) in               
      franchisee notes receivable                580       (1,137)
    Payments for franchise store              
      acquisitions                           (28,766)      (1,877)
    Loan to related party                     (1,140)      (3,295)
  Net cash used in investing             
    activities                               (56,441)     (15,271)
                                                              
  Cash flows from financing activities:
    Net borrowings (payments) on        
      revolving credit facility               20,800      (10,500)
    (Decrease) increase in book       
      balance bank overdraft                  (3,864)      13,139
    Decrease in capital lease            
      obligations                               (331)        (235)
    Redemption of redeemable                       
      preferred stock                              0         (168)
    Net proceeds from issuance of       
      common stock                             8,807        3,012 
    Proceeds from sale of put options          4,218        1,720
    Net payments for treasury stock                0      (31,612)
    Increase in deferred financing fees           (1)      (1,752)
  Net cash provided by (used in)
    financing activities                      29,629      (26,396)
  Effect of exchange rate changes on             (51)        (239)
    cash
  Net change in cash                               0            0
  Beginning balance, cash                          0            0
  Ending balance, cash                     $       0     $      0
                                                              
  Supplemental disclosures of cash                            
  flow information:
    Cash paid during the period for:                        
      Interest                             $   3,940     $  4,643
      Income taxes                         $   3,959     $  3,886
                                  

Notes to Consolidated Financial Statements are an integral part of 
these statements.  
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                GENERAL NUTRITION COMPANIES, INC.
           Notes to Consolidated Financial Statements
                                
                           (Unaudited)
                                
1.Basis  of  Reporting.   In  the opinion  of  General  Nutrition
  Companies,  Inc.  (the  "Company"), the  information  furnished
  includes  all  adjustments necessary for fair  presentation  of
  the  consolidated  financial position of the Company  at  April
  25,  1998  and  January 31, 1998 and the results of  operations
  for  the twelve weeks ended April 25, 1998 and April 26,  1997.
  All such adjustments are of a normal and recurring nature.

  Certain  information and footnote disclosures normally included
  in   the  financial  statements  prepared  in  accordance  with
  generally  accepted  accounting  principles  have  been  either
  condensed  or omitted.  It is suggested that these consolidated
  financial  statements be read in conjunction with the financial
  statements and footnotes included in the Company's 1997  Annual
  Report  on  Form 10-K for the fiscal year ended on January  31,
  1998  filed  with the Securities and Exchange Commission.   The
  consolidated financial statements include the accounts  of  the
  Company   and   its   wholly  owned  subsidiaries   after   the
  elimination  of  intercompany balances and  transactions.   The
  results  of  operations and cash flows  for  the  twelve  weeks
  ended  April  25,  1998 and April 26, 1997 are not  necessarily
  indicative of the operating results for the full year.

  The  preparation  of  financial statements in  conformity  with
  generally  accepted  accounting principles requires  management
  to  make  estimates  and assumptions that affect  the  reported
  amounts  of assets and liabilities and disclosure of contingent
  assets  and liabilities at the date of the financial statements
  and  the  reported amounts of revenues and expenses during  the
  reporting  period.   Actual results  could  differ  from  those
  estimates.

2.New   Accounting   Pronouncements.   In  June  1997,  the  FASB
  issued  Statement  of  Financial Accounting Standard (SFAS) No.  
  130   "Reporting   Comprehensive   Income."   SFAS    No.   130  
  establishes  standards  for  reporting comprehensive income and 
  its components, some of which have been  historically  excluded
  from the Statement of Operations  and  recorded directly to the
  equity section of an entity's  statement of financial position.
  SFAS  No.  130  also  requires  that  the cumulative balance of
  these  items  of  other  comprehensive   income   are  reported
  separately  from  retained  earnings  and   additional  paid-in
  capital in the  equity  section  of  a  statement  of financial
  position.   This  statement  is  effective  for   fiscal  years
  beginning after December 15, 1997. The Company has adopted SFAS 
  No. 130 in the first quarter of 1998 and has elected to include 
  the required  items  of  other  comprehensive   income  in  its 
  Consolidated Statements of Operations.

  In   June   1997,  the  FASB  issued  Statement  of   Financial
  Accounting Standard No. 131 "Disclosures about Segments  of  an
  Enterprise  and Related Information."  SFAS No. 131 establishes
  standards   for  the  way  public  companies  report   selected
  information  about  operating segments in  both  quarterly  and
  annual  financial  statements to their shareholders.   It  also
  established  standards for related disclosures  about  products
  and  services, geographic areas, and major customers.  SFAS No.
  131  is effective for fiscal years beginning after December 15,
  1997.  This statement is not required to be applied  to interim
  financial  statements in the initial year of  its  application.
  The  Company does not  believe  that SFAS  No.  131 will have a
  material   effect   on  the  disclosures  in  its  consolidated 
  financial statements.
  
3.Cash.   The  Company  utilizes  a cash management system  under
  which  a  book balance cash overdraft exists for the  Company's
  primary   disbursement  accounts.   This   overdraft represents
  uncleared  checks in excess of cash balances  in bank accounts.
  The Company's  funds  are borrowed on an as needed basis to pay
  for clearing  checks.  At  April 25, 1998 and January 31, 1998,
  cash  overdrafts   of   $28.5   million   and   $32.6  million,
  respectively, were included in  accounts payable.  At April 25, 
  1998, the Company had $320.6 million available on its revolving
  credit  facility  after excluding  $2.9 million  restricted for 
  letters of credit.

4.Reclassifications.   Certain  amounts  reported  in  previously
  issued  financial statements have been reclassified to  conform
  to the 1998 presentation.

5.Put  Options.  During  the  first  quarter ended April 25, 1998, 
  the  Company  sold  put options on  2.0 million  shares  of  the
  Company's  common stock and recorded  proceeds of $4.2  million.
  The  amount  related  to the  Company's potential obligation has 
  been  recorded  from  shareholders'  equity to put options.  The  
  2.0 million options outstanding at April 25, 1998 expire in July 
  1998  and have exercise prices ranging from $34.43 to $36.00 per 
  share with an average price of $35.76.
  
6.Legal  Proceedings.   Certain  Company subsidiaries are named as 
  defendants in legal actions brought  in federal and state courts
  by certain parties seeking damages  resulting from the ingestion
  of certain products  containing  manufactured  L-Tryptophan.  No
  provision has been made in the financial statements for any loss 
  that may result to the  Company from these actions.  See Note 13
  in  the  Company's Form  10-K for the fiscal  year ended January
  31, 1998.

  On June 24, 1996,  a  putative class action,  Lavalla v.  Lee et 
  al, C.A. No. 15080,  was commenced  against the  Company and two
  directors and shareholders in the Court of Chancery of the State
  of  Delaware,  Newcastle  County,  alleging  violations  of  the 
  federal  securities  laws  arising  out  of  the  Prospectus and 
  Registration Statement (the "Prospectus") for a  public offering
  of  common  stock of the Company which took place on February 7,
  1996 (the "Public Offering").   The action was dismissed without 
  prejudice   on  December  29,  1997  pursuant  to  the  parties'
  stipulation.  The named plaintiff,  Gaetan Lavalla, subsequently
  became  a  named plaintiff  in  Klein et al v. General Nutrition
  Companies,  Inc.   et  al,  Civil  Action  No.  96-1455, another
  putative  class  action  filed  on August 2, 1996, in the United
  States District Court for the Western District of  Pennsylvania.
  In  Klein,  plaintiffs  asserted that  the Company is liable for 
  violations  of  Sections  11  and 12(a) of the Securities Act of
  1933  and  Section  1-501(a) of the Pennsylvania Securities Act,
  arising out of allegedly false and misleading statements in  the
  Prospectus,   and  for  violations  of  Section  10(b)   of  the 
  Securities    Exchange   Act   of   1934   and   for   negligent
  misrepresentation arising  out of allegedly false and misleading
  public  statements  during  the  period from the Public Offering
  through May 28, 1996.   Plaintiffs  also  alleged  that  certain
  officers, directors and shareholders of  the Company, as well as
  the underwriters for the Public Offering,  are  liable for other
  violations  of  the  federal  and  state securities laws and for
  negligent misrepresentation.

  Defendants  moved  to  dismiss the Complaint on December 2, 1996 
  and  plaintiffs  subsequently filed an  Amended  Complaint dated
  March 21, 1997,  which among other things,  added Gaetan Lavalla
  as a named  plaintiff.  On March 30,  1998 the Court granted the
  motions of all  defendants to dismiss the Amended Complaint with
  prejudice.  On  April 20, 1998, the plaintiffs filed a Notice of
  Appeal with the  United States Court of Appeals  for  the  Third
  Circuit.  The Company disputes the allegations  contained in the
  complaint and intends to defend the action vigorously.
  
  The Company is presently engaged  in various other legal actions 
  and  governmental  proceedings, and although  ultimate liability
  cannot  be  determined  at  the  present  time,  the  Company is 
  currently  of  the opinion that the amount of any such liability 
  from  these  other  actions  and  proceedings  when  taking into 
  consideration  the  Company's  product  liability coverage, will 
  not have  a  material adverse impact on  its financial position,
  results of operations or liquidity.


7.Inventories.  Inventories consist of the following:

                                      April 25,      January 31,
                                        1998            1998
                                           (in thousands)     
                                                
       Product ready for sale         $232,777        $201,155
       Unpackaged bulk product and    
         raw materials                  40,933          39,203
       Packaging supplies                4,477           3,838
                                      $278,187        $244,196

8.Subsequent  Event.   During the second  quarter  of  1998,  the
  Company purchased 1.0 million shares of its common stock in the
  open  market  at an average price of $34.16 per share  totaling
  an  aggregate  amount  of  $34.2  million.   Additionally,  the
  Company's  Board  of  Directors  authorized up to an additional
  $300  million  to  be available to purchase its shares  in  the
  open market. 



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION

FORWARD-LOOKING STATEMENTS

      This  quarterly  report  on Form 10-Q  contains  statements
relating  to  future  results of the Company  (including  certain
projections   and  business  trends)  that  are  "forward-looking
statements"  as  defined  in  the Private  Securities  Litigation
Reform  Act  of 1995.  Actual results may differ materially  from
those  projected as a result of certain risks and  uncertainties,
including  but not limited to changes in political  and  economic
conditions; demand for and market acceptance of new and  existing
products, as well as other risks and uncertainties detailed  from
time  to  time in the filings of the Company with the  Securities
and Exchange Commission.

RESULTS OF OPERATIONS

Revenue

      Consolidated revenue for the twelve weeks ended  April  25,
1998  was $327.6 million, an increase of 20% from the same period
in  1997.   Below  is a comparison of revenue  for  each  of  the
Company's businesses for the twelve-week period:


                                  Consolidated Revenue   

                            12 weeks             12 weeks
                              Ended     % of        Ended      % of
                           April 25,    Total    April 26,    Total
                              1998     Revenue      1997     Revenue
                         (in millions)         (in millions)      

 Retail                    $ 240.4      73.4%    $ 201.6      73.8%   
 Franchising                  56.9      17.4%       53.6      19.6%
 Manufacturing                30.3       9.2%       17.9       6.6%
 Total                     $ 327.6     100.0%    $ 273.1     100.0%


           Retail  Revenue.  Domestically, the Company's products
are  sold  through retail stores  operating primarily  under  the
General  Nutrition Centers and GNC Live Well store names ("GNC").
The Company also operates retail stores under the Nature's  Fresh
and  Amphora  names. Internationally, products are  sold  through
retail  outlets  operating under the names  of  Health  and  Diet
Centres  and  General  Nutrition  Centres in the United  Kingdom,
Canada, and New Zealand.  Presented below is a summary of  retail
revenue and corresponding store information:

                                 Retail Revenue

                         12 weeks              12 weeks  
                           Ended    % of         Ended     % of 
                         April 25,  Total      April 26,   Total 
                           1998     Revenue      1997      Revenue  
General Nutrition                                           
  Centers                $ 218.5       90.9%   $ 181.5        90.0%
Other domestic stores       15.0        6.2%      16.1         8.0%          
International stores         6.9        2.9%       4.0         2.0%   
                         $ 240.4      100.0%   $ 201.6       100.0%  
      

                        Operating Company-Owned Store Locations

                               April 25,          April 26,
                                 1998               1997

General Nutrition Centers       2,204              1,798
Other domestic stores              44                 65
International stores               88                 45              
                                2,336              1,908

Revenue for GNC stores increased 20.4% for the twelve weeks ended
April  25,  1998 when compared with the same period in 1997,  the
result  of  406 net new or acquired store openings and  favorable
comparable store sales gains of 5.6% during the quarter.

The Company's increase  in  comparable store sales were generated 
from the success of its marketing  efforts  focusing on the men's
and  women's  brands  as  well as the continued demand for sports
nutrition and herbal products.

The  initial results of the store expansion in Canada  have  been
favorable  and  therefore the Company has accelerated  the  store
openings  in the Canadian markets, opening 14 new stores  in  the
first  quarter for a total of 48 at April 25, 1998.  The  Company
continues to operate 39 stores in the United Kingdom and 1 in New
Zealand.

      Franchising  Revenue.  Revenue from the  franchise  segment
increased 6.2% for the twelve weeks ended April 25, 1998 compared
with  the  same  period in 1997.  This increase is primarily  the
result  of  franchise stores comparable store sales  increase  of
15.6%  for  the  quarter and is significant as domestically,  the
number of operating franchise locations decreased to 1,062 by the
end  of  the first quarter versus 1,086 at the end of  the  first
quarter  in  1997.   The  store decrease is  the  result  of  the
Company's  accelerated  franchise  repurchase  program  with  299
franchise  stores  repurchased in 1997 and the first  quarter  of
1998.

Although there was a decrease in domestic locations in the  first
quarter,  the  franchise  program  continues  its  strong  growth
potential as 83 more franchise stores were awarded in the  twelve
weeks ending April 25, 1998.  There are now 436 domestic and  409
international  stores  awarded or part of development  agreements
that have not yet been opened.

Revenue  at Franchising is generated primarily through  sales  of
products  to  franchises  at wholesale prices  and  royalties  on
franchises'  retail  sales.   Additional  revenue  is   generated
through  the  initial  franchise license fee,  sales  of  stores,
fixtures  and  graphic materials, as well as interest  earned  on
franchise  accounts receivable.  Retail sales from  domestic  and
international  franchise locations were $107.4  million  for  the
twelve  weeks ended April 25, 1998 an increase of 6.7%  over  the
same period in 1997.

Presented  below is the number of operating franchise stores  and
the  number of outstanding development agreements and the  number
of franchises awarded but not yet open:


                             Number of Operating Franchise Locations

                            April 25, 1998           April 26, 1997      
Franchise Locations    Domestic  International  Domestic  International
                                                        
At beginning of period    1,074          151       1,049         125
Added during period          67            7          55           5
Closed or converted          79            0          18           3
  during period
At end of period          1,062          158       1,086         127

Development agreements      436          409         261         371
 and stores awared but
 not yet open
      


      Manufacturing Revenue.  Revenue at Manufacturing  increased
to  $88.7  million or 29.9% in the first quarter of  1998  versus
1997.  Revenue at the Company's South Carolina facility was $84.4
million or 95.2% of total Manufacturing revenue.  Sales to third-
party customers were $26.8 million for the first quarter, an  86%
increase   over   the  first  quarter  of   1997.    Sales   from
Manufacturing to other segments of the Company were $58.4 for the
twelve weeks ended April 25, 1998 compared with $50.4 million  in
the  first twelve weeks of 1997.  These sales are eliminated from
the   Company's  consolidated  revenue  numbers.    The   Company
anticipates  continuing sales increases  at  Manufacturing  as  a
result  of  the  acceleration of the store opening  program, both
company-owned  and  franchised,  and  the  continuing demand from
third-party customers.
                                
                                
      Analysis of Consolidated Operating Costs and Expenses
                                
     
                                          12 Weeks       12 Weeks
                                            Ended          Ended
                                          April 25,     April 26,
                                            1998           1997
                                             ($ in thousands)

Cost of sales, including costs of
  warehousing, distribution, and
  occupancy                               $195,852      $166,380 
Percent of net revenue                       59.8%         60.9%
                                                                      
Selling, general and administrative       $ 77,572      $ 62,299
Percent of net revenue                       23.7%         22.8%
                                                                   
Operating earnings                        $ 54,193      $ 44,380
Percent of net revenue                       16.5%         16.3%
          
     
     
     Cost   of   sales   including  the  cost   of   warehousing,
distribution  and  occupancy decreased as  a  percentage  of  net
revenue  by  1.1% in the twelve weeks ended April 25,  1998  when
compared with the same period in 1997.  The decrease was achieved
through reductions in product costs from volume purchases as well
as   the   Company's  success  in  leveraging  its   warehousing,
distribution  and  occupancy costs against  the  increased  sales
volume.
     
Selling, general and administrative costs increased $15.3 million
or  .9%  of  consolidated revenue in the first  quarter  of  1998
compared with 1997.  The dollar increase was due primarily to the
increased number of company-owned stores and the Company's  first
sponsorship of the Olympic Games in February.


Non-Operating Expense Analysis

      Interest expense for the quarter increased $0.2 million  to
$5.3  million,  when compared to the same period  in  1997.   The
increase  in interest expense was the result of $20.4 million  of
additional  borrowings made since the second quarter of  1997  to
fund  the Company's franchise store buyback program and increased
capital expenditures.  Interest expense for the remainder of  the
year  is  expected to remain higher than the previous year  as  a
result of these  additional  borrowings  and future borrowings to 
fund   the   accelerated  opening  of  new  stores  and potential 
purchases of Company stock.

Review of Financial Condition
Analysis of Liquidity and Capital Resources

      In  the  first twelve weeks of 1998, the Company's business
segments  continued  to  contribute to  increased  earnings  from
continuing  operations.  The Company's cash flows from operating,
investing   and   financing  activities  as  reflected   in   the
Consolidated Statements of Cash Flows is summarized as follows:

                                   12 Weeks       12 Weeks
                                     Ended          Ended
                                   April 25,      April 26,
                                     1998           1997
                                        (in thousands)
                                        
Cash provided by (used in):
  Operating activities             $ 26,863      $ 41,906
  Investing activities              (56,441)      (15,271)
  Financing activities               29,629       (26,396)
  Effect of exchange rate               (51)         (239)
Net change in cash                 $      0      $      0

     Operating Activities.  Cash provided by operating activities
for  the  twelve  weeks ended April 25, 1998  was  $26.9  million
versus  $41.9 million for the same period in 1997, a decrease  of
$15.0  million  or  36%.   Net earnings,  adjusted  for  non-cash
charges  and  before changes in operating assets and liabilities,
increased  by 24.7% to $42.7 million for the twelve  week  period
ended  April 25, 1998,  compared with $34.2 million in  the  same
period  in  1997.   Unfavorable changes in operating  assets  and
liabilities of $15.8 million contributed to the decrease  in  net
cash  provided by operating activities of $15.0 million  for  the
quarter  when  compared  with the first quarter  of  1997.   This
decrease was  due  principally to a  $30.3  million  increase  in
inventory  in  1998  as compared to a $10.7 million  increase  in
1997.  The $30.3 million increase in 1998 was due principally  to
several  large quantity  purchases of high sales volume inventory 
to  receive  favorable  volume discount pricing and to prepare to 
supply the accelerated number of new stores expected to open this 
year.

      Investing  Activities.   The  Company's  primary  investing
activities  have been for capital expenditures made in connection
with  new store construction, the remodeling of existing  stores,
and   expansion  requirements  at  both  the  manufacturing   and
distribution  facilities.  Capital expenditures  for  the  twelve
weeks ended April 25, 1998 increased $18.1  million  or 202% from
the  same  period  in  1997  due  principally  to the accelerated 
opening  of  new  company  stores  and  increased  spending   for 
manufacturing and  distribution  facilities.   Additionally,  the 
Company  has spent $28.8 million for franchise store acquisitions
in the twelve weeks ended April 25, 1998 compared to $1.9 million
in the same period in 1997, as a result of an accelerated buyback
program of existing franchise store locations, which commenced in
the third quarter of 1997.

     Financing Activities.  Cash provided by financing activities
increased $56.0 million for the twelve weeks ended April 25, 1988
versus  the same period in 1997.  In the first quarter  of  1998,
the  Company  borrowed  $20.8  million  on  its  line  of  credit
facility,  primarily  to  fund  the  aforementioned  increase  in
capital    expenditures   and   franchise   store   acquisitions.
Additionally  in  1998,  the Company received  proceeds  of  $4.2
million  by selling put options giving the Company the  potential
obligation  to purchase 2.0 million shares of its own  stock  for
$71.5  million.  For the  twelve weeks ended April 26, 1997,  the 
Company  repurchased  1.5  million  shares  of  its own stock for 
$31.6 million with borrowed  funds, and repaid  $10.5 million  on 
the line of credit.  At  April  25, 1998, the  Company had $320.6 
million   available   on   its  revolving  credit  facility after 
excluding   $2.9  million   restricted  for  letters  of  credit. 
Subsequent  to April 25, 1998,  the Company purchased 1.0 million
shares  of its common stock in the open  market for approximately 
$34.2  million,  and also purchased put options for approximately 
$2.6  million,  thereby  reducing  the  Company's  aforementioned 
potential  obligation  to  purchase  shares of its stock by $18.0
million.  Additionally, subsequent to April 25, 1998, the Company
received  proceeds  of  $2.1  million  by  selling additional put 
options  giving  the Company the potential obligation to purchase
1.0 million shares of its stock for approximately $31.8 million.



                   PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          There have been no  material developments in the  matters
          disclosed or incorporated by reference in Part  1 Item 3.
          Legal proceedings of the Company's Annual  Report on Form
          10-K for the fiscal year ended January 31, 1998.

ITEM 3a.  Quantitative and Qualitative Disclosure about Market Risk

          Market Risk.   The  Company  is exposed  to certain  market 
          risks  from  transactions  that are entered into during the
          normal course of business.  The  Company's  policies do not
          permit active trading  of, or speculation   in,  derivative
          financial instruments.  The Company's  primary  market risk
          exposure relates to interest rate risk. The Company manages
          its interest rate risk in order  to  balance  its  exposure       
          between  fixed  and  variable  rates  while  attempting  to 
          minimize its interest costs.
          

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (11.1)  Computation of net earnings per share is attached.

          (23)    Interim   review  report  of   the   Company's
                  independent accountants, Deloitte & Touche  LLP,  for
                  the  first  fiscal quarter ended April  25,  1998  is
                  attached.

          (23.1)  Letter in lieu of consent of the Company's
                  independent accountants, Deloitte & Touche  LLP,  for
                  the  first  fiscal quarter ended April  25,  1998  is
                  attached.

          (27)    Financial Data Schedule is attached.

          (27.1)  Restated Financial Data Schedule for the periods ended
                  July 19, 1997, October 12, 1996, and April 27, 1996 is
                  attached.

No current reports on Form 8-K were filed during the first fiscal quarter.





                           SIGNATURES

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.

                              GENERAL NUTRITION COMPANIES, INC.


                              By:  /s/  Edwin J. Kozlowski
                                        Edwin J. Kozlowski

                               Executive Vice President, Chief
                               Financial Officer, and Principal
                               Accounting Officer



DATE: June 9, 1998